|
|
|
l | Voting by Mail. If you choose to vote by mail, simply mark the enclosed proxy card, date and sign it, and return it in the postage-paid envelope provided. |
l | Voting by Telephone. You can vote your shares by telephone by calling the toll-free telephone number on the enclosed proxy card. |
l | Voting by Internet. You can also vote via the Internet. The web site for Internet voting is on the enclosed proxy card, and voting is available 24 hours a day. |
l | sending written notice of revocation to the Secretary; |
l | submitting another proper proxy by telephone, Internet or paper ballot; or |
l | attending the Annual Meeting and voting in person. If your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy, executed in your favor from the holder of record, to be able to vote at the meeting. |
|
|
|
BILL G. ARMSTRONG, Nominated for election, Age 56
(Standing for election at this meeting for a term expiring in 2006)
Mr. Armstrong served as Executive Vice President and Chief Operating Officer, Cargill Animal Nutrition (animal feed products), from 2001 to 2004. Prior to that, Mr. Armstrong served as Chief Operating Officer, Agribrands International, Inc. (animal feed products) from 1998 to 2001. Also a director of Ralcorp Holdings, Inc. |
JOHN C. HUNTER, Nominated for election, Age 57
(Standing for election at this meeting for a term expiring in 2007)
Mr. Hunter served as Chairman, President and Chief Executive Officer of Solutia, Inc. (chemical products) from 1999 to 2004. Mr. Hunter served as President and Chief Operating Officer of Solutia, Inc. from 1997 to 1999. On December 17, 2003, while Mr. Hunter served as President and Chief Executive Officer, Solutia, Inc. and fourteen of its U.S. subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Also a director of Penford Corporation and Hercules, Inc. | |
|
WARD M. KLEIN, Nominated for election, Age 49
(Standing for election at this meeting for a term expiring in 2008)
Mr. Klein has served as President and Chief Operating Officer, Energizer Holdings, Inc. since 2004, but effective January 25, 2005, he has been named Chief Executive Officer, Energizer Holdings, Inc. Mr. Klein served as President, International for Energizer Holdings, Inc. from 2002 to 2004, as Vice President, Asia Pacific from 2000 to 2002, and as Vice President and Area Chairman, Asia Pacific, Africa and Middle East for Ralston Purina Companys Eveready Battery division from 1998 to 2000. Also a director of AmerUs Group Co. | |
RICHARD A. LIDDY, Director Since 2000, Age 69
(Standing for election at this meeting for a term expiring in 2008)
Mr. Liddy served as Chairman of the Board of GenAmerica Financial Corporation (insurance holding company) from 2000 to 2002. He also served as Chairman of the Board of the Reinsurance Group of America, Incorporated (insurance) from 1995 to 2002. Mr. Liddy was President of GenAmerica Financial from 1988 to 2000 and Chief Executive Officer of General American Life Insurance Company from 1992 to 2000. In January 2000, while Mr. Liddy served as President of GenAmerica Financial Corporation, GenAmerica sold its mutual holding company to Metropolitan Life Insurance Company. At the request of the Missouri State Insurance Department, a receiver was appointed in order to oversee the equitable distribution of proceeds to policyholders. Also a director of Brown Shoe Company, Inc., Ralcorp Holdings, Inc. and Ameren Corporation. | |
W. PATRICK MCGINNIS, Director Since 2002, Age 57
(Standing for election at this meeting for a term expiring in 2008)
Mr. McGinnis has served as Chief Executive Officer and President, Nestlé Purina PetCare Company (pet foods and related products) since 2001. From 1999 to 2001, he served as Chief Executive Officer and President, Ralston Purina Company, and from 1997 to 1999, he served as Co-Chief Executive Officer and Co-President of Ralston Purina Company, and as President and Chief Executive Officer of its Pet Products Group. Also a director of Brown Shoe Company, Inc. | |
JOE R. MICHELETTO, Director Since 2000, Age 68
(Standing for election at this meeting for a term expiring in 2008)
Mr. Micheletto has served as Vice Chairman of the Board, Ralcorp Holdings, Inc. since 2003. Mr. Micheletto served as Chief Executive Officer and President, Ralcorp Holdings, Inc. (food products) from 1996 to 2003. Also a director of Vail Resorts, Inc. | |
PAMELA M. NICHOLSON, Director Since 2002, Age 45
(Continuing in Office - Term expiring in 2006)
Ms. Nicholson has served as Executive Vice President and Chief Operating Officer, Enterprise Rent-A-Car (auto leasing) since 2004. She served as Senior Vice President, North American Operations for Enterprise from 1999 to 2004. | |
J. PATRICK MULCAHY, Director Since 2000, Age 60
(Continuing in Office - Term expiring in 2006)
Mr. Mulcahy has served as Chief Executive Officer, Energizer Holdings, Inc. since 2000, but he has served as Chairman of the Board and Chief Executive Officer of Eveready Battery Company, Inc. since 1987. He has announced that he will retire as an officer of Energizer Holdings, Inc. in January of 2005. He served as Co-Chief Executive Officer and Co-President of Ralston Purina Company from 1997 to 1999. Also a director of Solutia, Inc. | |
WILLIAM P. STIRITZ, Director Since 2000, Age 70
(Continuing in Office - Term expiring in 2006)
Mr. Stiritz has served as Chairman of the Board and Chairman of the Energizer Holdings, Inc. Management Strategy and Finance Committee since 2000. Mr. Stiritz served as Chairman of the Board, Chief Executive Officer and President of Agribrands International from 1998 to 2001. He also served as Chairman of the Board of Ralston Purina Company from 1982 to 2001. Also a director of Ball Corporation, The May Department Stores Company, Ralcorp Holdings, Inc. and Vail Resorts, Inc. | |
|
R. DAVID HOOVER, Director Since 2000, Age 59
(Continuing in Office - Term expiring in 2007)
Mr. Hoover has served as Chairman, President and Chief Executive Officer, Ball Corporation (beverage and food packaging and aerospace products and services) since 2002. Prior to that, he served as President and Chief Executive Officer from 2001 to 2002, as Vice Chairman, President and Chief Operating Officer from April 2000 to 2001, as Vice Chairman, President and Chief Financial Officer from January 2000 to April 2000, and as Vice Chairman and Chief Financial Officer from 1998 to 2000. Also a director of Ball Corporation and Irwin Financial Corporation. | |
|
JOHN E. KLEIN, Director Since 2003, Age 59
(Continuing in Office - Term expiring in 2007)
Mr. Klein has served as Executive Vice Chancellor for Administration, Washington University in St. Louis (education) since August, 2004. From 1985 to 2004, he served as President and Chief Executive Officer, Bunge North America, Inc. (agribusiness). Also a director of Embrex, Inc. | |
JOHN R. ROBERTS, Director Since 2003, Age 63
(Continuing in Office - Term expiring in 2007)
Mr. Roberts has served as Executive Director, Civic Progress St. Louis (civic organization) since 2000. From 1993 to 1998, he served as Managing Partner, Mid-South Region, Arthur Andersen LLP (public accountancy). Also a director of Regions Financial Corporation and Centene Corporation. | |
|
|
Board Member |
Board |
Audit |
Executive |
Nominating and Executive Compensation |
William H. Danforth |
ü |
ü |
ü |
ü |
R. David Hoover |
ü |
|||
John E. Klein |
ü |
ü |
ü |
ü* |
Richard A. Liddy |
ü |
ü |
ü |
ü |
W. Patrick McGinnis |
ü |
ü |
ü | |
Joe R. Micheletto |
ü |
ü |
||
J. Patrick Mulcahy |
ü |
ü |
||
Pamela M. Nicholson |
ü |
ü |
ü |
ü |
John R. Roberts |
ü |
ü* |
ü |
ü |
William P. Stiritz |
ü* |
ü* |
||
Meetings held in 2004 |
8 |
5 |
0 |
6 |
FY 04 |
FY 03 |
|||||
Audit Fees |
$ 2,180,885 |
$ 1,839,000 |
||||
Audit-Related Fees |
$ |
161,633 |
$ |
220,900 |
||
Tax Fees |
||||||
Tax Compliance/
preparation |
$ |
710,888 |
$ |
691,000 |
||
Other Tax Services |
$ |
549,811 |
$ |
233,000 |
||
Total Tax Fees |
$ |
1,260,699 |
$ |
924,000 |
||
All Other Fees |
$ |
29,400 |
$ |
172,400 |
||
Total Fees |
$ |
3,632,617 |
$ |
3,156,300 |
· | Audit Fees - These are fees for professional services performed by PwC for the audit of the Companys annual financial statements and review of financial statements included in the Companys 10-Q filings, and services that are normally provided in connection with statutory and regulatory filings or engagements. |
· | Audit-Related Fees - These are fees for assurance and related services performed by PwC that are reasonably related to the performance of the audit or review of the Companys financial statements. This includes: employee benefit and compensation plan audits; due diligence related to mergers and acquisitions; internal control reviews; attestations by PwC that are not required by statute or regulation; and consulting on financial accounting/reporting standards. |
· | Tax Fees - These are fees for professional services performed by PwC with respect to tax compliance, tax advice and tax planning. This includes preparation of original and amended tax returns for the Company and its consolidated subsidiaries; refund claims; payment planning; tax audit assistance; and tax work stemming from Audit-Related items. |
· | All Other Fees - These are fees for other permissible work performed by PwC that does not meet the above category descriptions. This includes litigation assistance, tax filing and planning for individual employees involved in the Companys expatriate program and various local engagements that are permissible under applicable laws and regulations. |
Name and Address of Beneficial Owner
|
Title of Class |
Amount and Nature of Beneficial Ownership |
% of Shares Outstanding (A) |
Explanatory Notes |
Ariel Capital Management,
LLC, 200 East Randolph Drive, Suite 2900
Chicago, IL 60601 |
Common Stock |
6,261,830 |
8.59% |
(B) |
(A) | The number of shares outstanding used in this calculation was the number actually outstanding on November 1, 2004. |
(B) | Based on a written statement from the shareholder, which disclaims any beneficial economic interest in any of the shares, and states that it holds the voting power and/or investment discretion solely in a fiduciary capacity as an investment adviser for its clients, none of which individually owns more than 5% of the Common Stock. Of the total shares beneficially owned, the shareholder has voting and investment powers as follows: sole voting - 5,026,095 shares; shared voting - 0 shares; sole dispositive - 6,259,045 shares; and shared dispositive - 0 shares. |
|
Directors
And
Executive Officers |
Shares
Beneficially
Owned |
Shares held in Savings Investment Plan (A) |
Options Exercisable Within 60 Days (B) |
% of Shares Outstanding (C)
(*denotes less
than 1%) |
Bill G. Armstrong |
0 |
0 |
0 |
* |
William H. Danforth |
1,717,456 (D)(H) |
0 |
10,000 |
2.30% |
R. David Hoover |
20,000 (H) |
0 |
10,000 |
* |
John C. Hunter |
0 |
0 |
0 |
* |
John E. Klein |
11,700 |
0 |
10,000 |
* |
Richard A. Liddy |
29,000 (H) |
0 |
10,000 |
* |
W. Patrick McGinnis |
38,918 |
0 |
10,000 |
* |
Joe R. Micheletto |
11,508 (H) |
0 |
10,000 |
* |
Pamela M. Nicholson |
10,000 |
0 |
10,000 |
* |
John R. Roberts |
10,000 |
0 |
10,000 |
* |
William P. Stiritz |
3,066,657 (E)(H) |
0 |
500,000 |
4.75% |
J. Patrick Mulcahy |
441,843 (F)(H) |
28,999 |
500,000 |
1.29% |
Patrick C. Mannix |
93,186 |
0 |
190,000 |
* |
Ward M. Klein |
61,840 (H) |
5,284 |
180,000 |
* |
Joseph E. Lynch |
0 |
405 |
40,000 |
* |
Joseph W. McClanathan |
30,000 (H) |
3,767 |
75,000 |
* |
Daniel J. Sescleifer |
15,132 |
433 |
130,000 |
* |
All Officers and Directors |
5,576,221 (G)(H) |
48,227 |
1,910,000 |
10.03% |
(A) | Column indicates the most recent approximation of the number of shares of Common Stock as to which participants in the Companys Savings Investment Plan have voting and transfer rights. Shares of Common Stock which are held in the Plan are not directly allocated to individual participants but instead are held in a separate fund in which participants acquire units. Such fund also holds varying amounts of cash and short-term investments. The number of shares allocable to a participant will vary on a daily basis based upon the cash position of the fund and the market price of the stock. |
(B) | Under the terms of the stock option agreements granted to the directors, other than Mr. Mulcahy and Mr. Stiritz, all options granted to a director vest and become exercisable in the event that he or she retires or resigns from the Board. Mr. Mulcahys and Mr. Stiritz will vest and become exercisable in their entirety upon their retirement as executive officers. |
(C) | The number of shares outstanding for purposes of this calculation was the number outstanding as of November 1, 2004 plus the number of shares which could be acquired upon the exercise of options by all officers and directors, and the conversion of vested stock equivalents. |
(D) | Mr. Danforth has sole voting and investment powers respecting 62,050 shares of Common Stock. He shares voting and investment powers with respect to 1,645,406 shares, which includes 817,882 shares held in a trust which are not reported on his Section 16 reports. Mr. Danforth disclaims beneficial ownership of those 817,882 shares. The 1,645,406 shares exclude 122,125 shares which have been reported as beneficially owned by Mr. Danforth on his Section 16 reports, but with respect to which Mr. Danforth does not have voting or investment powers. |
(E) | Mr. Stiritz disclaims beneficial ownership of 521,357 shares of Common Stock owned by his wife. |
(F) | Mr. Mulcahy disclaims beneficial ownership of 12,500 shares of Common Stock owned by his wife and 111 shares owned by his step-daughter. |
(G) | Excludes 995,744 shares of Common Stock held to fund retirement benefits by the Energizer Holdings, Inc. Retirement Plan Trust, of which two executive officers serve as two of six trustees who collectively exercise voting and investment power. The officers disclaim beneficial ownership of those shares. |
Long Term |
Long-Term |
||||||||
Annual Compensation |
Compensation |
Compensatn |
|||||||
(Awards) |
(Payouts) |
||||||||
Securities |
Restricted |
||||||||
Other Annual |
Underlying |
Stock |
Long-Term |
All Other | |||||
Compensation |
Options |
Equivalents |
Incentive |
Compensation | |||||
Name and Principal Position |
Year |
Salary($) |
Bonus($) |
($) |
(#) |
($)(1) |
Plan (2) |
($)(3) | |
J. Patrick Mulcahy
Chief Executive Officer |
2004
2003
2002 |
$650,000
$650,000
$650,000 |
$1,072,500
$ 975,000
$2,265,000 |
$3,301
$15,950
$12,774 |
-
-
- |
-
-
- |
$650,000
-
- |
$373,194
$175,819
$585,808 | |
Patrick C. Mannix
President |
2004
2003
2002 |
$360,000
$360,000
$350,000 |
$374,400
$410,400
$835,000 |
$961
$810
$5,553 |
-
-
- |
-
-
- |
$288,000
-
- |
$352,839
$114,139
$219,308 | |
Ward M. Klein
President and Chief Operating Officer |
2004
2003
2002 |
$500,000
$295,000
$270,000 |
$742,500
$336,300
$625,000 |
-
$12,252
- |
100,000
-
- |
-
$568,400
- |
$236,000
-
- |
$21,933
$23,452
$4,894 | |
Joseph E. Lynch
CEO & President,
Schick-Wilkinson Sword |
2004
2003 (4)
(4) |
$411,671
$396,600
- |
$407,880
$250,000
- |
-
-
- |
50,000
200,000
- |
-
$568,400
- |
$165,000
-
- |
$153,660
$70,833
- | |
Joseph W. McClanathan
CEO & President, Energizer Battery |
2004
2003
2002 |
$350,000
$295,000
$234,000 |
$462,000
$336,300
$625,000 |
$1,051
$10,333
$3,648 |
50,000
-
50,000 |
-
$568,400
- |
$236,000
-
- |
$12,422
$99,074
$153,942 | |
Daniel J. Sescleifer
Executive Vice President
and Chief Financial Officer |
2004
2003
2002 |
$284,900
$275,000
$216,666 |
$376,200
$330,000
$625,000 |
-
-
- |
-
-
50,000 |
-
$568,400
- |
$220,000
-
- |
$65,203
$43,881
$37,308 |
|
q | Mr. Klein, 20,000 equivalents; $922,000 |
q | Mr. Lynch, 20,000 equivalents; $922,000 |
q | Mr. McClanathan, 20,000 equivalents; $922,000 |
q | Mr. Sescleifer, 20,000 equivalents; $922,000 |
q | Mr. Mulcahy, $30,000 |
q | Mr. Mannix, $5,700 |
q | Mr. Klein, $21,864 |
q | Mr. Lynch, $10,371 |
q | Mr. McClanathan, $12,353 |
q | Mr. Sescleifer, $15,947 |
q | Mr. Mulcahy, $343,125 |
q | Mr. Lynch, $143,220 |
q | Mr. Sescleifer, $49,187 |
|
(a)
Name
|
(b)
Number of Securities Underlying Options Granted (#) |
(c)
% of Total
Options Granted to Employees in Fiscal Year |
(d)
Exercise or Base Price ($/Sh) |
(e)
Expiration Date |
(f)
Grant Date Present Value ($) |
J. Patrick Mulcahy |
- |
- |
- |
- |
- |
Patrick C. Mannix |
- |
- |
- |
- |
- |
Ward M. Klein |
100,000(1)(2) |
14.77% |
$42.90(3) |
1/25/14 |
$1,730,000 (4) |
Joseph E. Lynch |
50,000(1)(2) |
7.39% |
$42.90(3) |
1/25/14 |
$865,000 (4) |
Joseph W. McClanathan |
50,000(1)(2) |
7.39% |
$42.90(3) |
1/25/14 |
$865,000 (4) |
Daniel J. Sescleifer |
- |
- |
- |
- |
- |
(1) | Options granted were options to acquire shares of Common Stock. |
(2) | Options become exercisable at the rate of 20% of total shares on the anniversary of the date of grant in each of the years 2005, 2006, 2007, 2008 and 2009 and upon death, declaration of permanent and total disability, voluntary termination of employment at or after age 55, involuntary termination other than for cause, or upon a change in control of the Company. |
(3) | Market price on date of grant. |
Number of Unexercised
Options at FY-End (#) |
Value of Unexercised Options at FY End | |||||
Name |
Shares Acquired on Exercise (#) |
Value Realized |
Exer-
cisable |
Unexer-cisable |
Exer-
Cisable |
Unexer-
cisable |
J. P. Mulcahy |
0 |
0 |
400,000 |
100,000 |
$11,640,000 |
$2,910,000 |
P. C. Mannix |
60,000 |
$1,705,250 |
190,000 |
0 |
$5,529,000 |
$0 |
W. M. Klein |
0 |
0 |
170,000 |
180,000 |
$4,825,125 |
$2,566,750 |
J. E. Lynch |
0 |
0 |
40,000 |
210,000 |
$830,400 |
$3,481,600 |
J. W. McClanathan |
25,000 |
$634,250 |
100,000 |
150,000 |
$2,910,000 |
$2,415,000 |
D.J. Sescleifer |
20,000 |
$485,150 |
100,000 |
130,000 |
$2,503,750 |
$2,803,000 |
Estimated Future Payments Under Non-Stock Price-
Based Plans | |||||
Name |
Number of Shares, Units or Other Rights (#) |
Performance or Other Period Until Maturation or Payout |
Threshold |
Target |
Maximum |
J. P. Mulcahy |
N/A |
10/01/03 - 9/30/05 |
$325,000 |
$650,000 |
$650,000 |
W. M. Klein (1) |
N/A |
10/01/03 - 9/30/05 |
$225,000 |
$450,000 |
$450,000 |
N/A |
10/01/04 - 9/30/06 |
$112,500 |
$225,000 |
$450,000 | |
J.E. Lynch |
N/A |
10/01/03 - 9/30/05 |
$123,600 |
$247,200 |
$247,200 |
N/A |
10/01/04 - 9/30/06 |
$ 85,000 |
$170,000 |
$340,000 | |
J.W. McClanathan |
N/A |
10/01/03 - 9/30/05 |
$140,000 |
$280,000 |
$280,000 |
N/A |
10/01/04 - 9/30/06 |
$ 85,000 |
$170,000 |
$340,000 | |
D.J. Sescleifer |
N/A |
10/01/03 - 9/30/05 |
$114,000 |
$228,000 |
$228,000 |
N/A |
10/01/04 - 9/30/06 |
$ 65,000 |
$130,000 |
$260,000 |
|
RETIREMENT PLAN TABLE | |||||||
Final Average Earnings Formula - Annuity Payments | |||||||
Final Average |
Years of Service |
||||||
Earnings |
10 |
15 |
20 |
25 |
30 |
35 |
40 |
$300,000 |
$45,000 |
$67,500 |
$90,000 |
$112,500 |
$135,000 |
$157,500 |
$180,000 |
$400,000 |
$60,000 |
$90,000 |
$120,000 |
$150,000 |
$180,000 |
$210,000 |
$240,000 |
$500,000 |
$75,000 |
$112,500 |
$150,000 |
$187,500 |
$225,000 |
$262,500 |
$300,000 |
$600,000 |
$90,000 |
$135,000 |
$180,000 |
$225,000 |
$270,000 |
$315,000 |
$360,000 |
$700,000 |
$105,000 |
$157,500 |
$210,000 |
$262,500 |
$315,000 |
$367,500 |
$420,000 |
$800,000 |
$120,000 |
$180,000 |
$240,000 |
$300,000 |
$360,000 |
$420,000 |
$480,000 |
$1,000,000 |
$150,000 |
$225,000 |
$300,000 |
$375,000 |
$450,000 |
$525,000 |
$600,000 |
$1,200,000 |
$180,000 |
$270,000 |
$360,000 |
$450,000 |
$540,000 |
$630,000 |
$720,000 |
$1,400,000 |
$210,000 |
$315,000 |
$420,000 |
$525,000 |
$630,000 |
$735,000 |
$840,000 |
$1,500,000 |
$225,000 |
$337,500 |
$450,000 |
$562,500 |
$675,000 |
$787,500 |
$900,000 |
$1,600,000 |
$240,000 |
$360,000 |
$480,000 |
$600,000 |
$720,000 |
$840,000 |
$960,000 |
$1,800,000 |
$270,000 |
$405,000 |
$540,000 |
$675,000 |
$810,000 |
$945,000 |
$1,080,000 |
$2,000,000 |
$300,000 |
$450,000 |
$600,000 |
$750,000 |
$900,000 |
$1,050,000 |
$1,200,000 |
$2,200,000 |
$330,000 |
$495,000 |
$660,000 |
$825,000 |
$990,000 |
$1,155,000 |
$1,320,000 |
$2,400,000 |
$360,000 |
$540,000 |
$720,000 |
$900,000 |
$1,080,000 |
$1,260,000 |
$1,440,000 |
$2,600,000 |
$390,000 |
$585,000 |
$780,000 |
$975,000 |
$1,170,000 |
$1,365,000 |
$1,560,000 |
$2,800,000 |
$420,000 |
$630,000 |
$840,000 |
$1,050,000 |
$1,260,000 |
$1,470,000 |
$1,680,000 |
$3,000,000 |
$450,000 |
$675,000 |
$900,000 |
$1,125,000 |
$1,350,000 |
$1,575,000 |
$1,800,000 |
$3,200,000 |
$480,000 |
$720,000 |
$960,000 |
$1,200,000 |
$1,440,000 |
$1,680,000 |
$1,920,000 |
$3,400,000 |
$510,000 |
$765,000 |
$1,020,000 |
$1,275,000 |
$1,530,000 |
$1,785,000 |
$2,040,000 |
$3,600,000 |
$540,000 |
$810,000 |
$1,080,000 |
$1,350,000 |
$1,620,000 |
$1,890,000 |
$2,160,000 |
$3,800,000 |
$570,000 |
$855,000 |
$1,140,000 |
$1,425,000 |
$1,710,000 |
$1,995,000 |
$2,280,000 |
$4,000,000 |
$600,000 |
$900,000 |
$1,200,000 |
$1,500,000 |
$1,800,000 |
$2,100,000 |
$2,400,000 |
$4,200,000 |
$630,000 |
$945,000 |
$1,260,000 |
$1,575,000 |
$1,890,000 |
$2,205,000 |
$2,520,000 |
$4,400,000 |
$660,000 |
$990,000 |
$1,320,000 |
$1,650,000 |
$1,980,000 |
$2,310,000 |
$2,640,000 |
$4,600,000 |
$690,000 |
$1,035,000 |
$1,380,000 |
$1,725,000 |
$2,070,000 |
$2,415,000 |
$2,760,000 |
$4,800,000 |
$720,000 |
$1,080,000 |
$1,440,000 |
$1,800,000 |
$2,160,000 |
$2,520,000 |
$2,880,000 |
$5,000,000 |
$750,000 |
$1,125,000 |
$1,500,000 |
$1,875,000 |
$2,250,000 |
$2,625,000 |
$3,000,000 |
|
Final Average Earnings - Account Based Formula | |||||||
Final Average |
Years of Service | ||||||
Earnings |
10 |
15 |
20 |
25 |
30 |
35 |
40 |
$300,000 |
$225,000 |
$367,000 |
$532,000 |
$727,000 |
$921,000 |
$1,116,000 |
$1,311,000 |
$400,000 |
$305,000 |
$497,000 |
$719,000 |
$982,000 |
$1,244,000 |
$1,506,000 |
$1,768,000 |
$500,000 |
$385,000 |
$627,000 |
$907,000 |
$1,237,000 |
$1,566,000 |
$1,896,000 |
$2,226,000 |
$600,000 |
$465,000 |
$757,000 |
$1,094,000 |
$1,492,000 |
$1,889,000 |
$2,286,000 |
$2,683,000 |
$700,000 |
$545,000 |
$887,000 |
$1,282,000 |
$1,747,000 |
$2,211,000 |
$2,676,000 |
$3,141,000 |
$800,000 |
$625,000 |
$1,017,000 |
$1,469,000 |
$2,002,000 |
$2,534,000 |
$3,066,000 |
$3,598,000 |
$1,000,000 |
$785,000 |
$1,277,000 |
$1,844,000 |
$2,512,000 |
$3,179,000 |
$3,846,000 |
$4,513,000 |
$1,200,000 |
$945,000 |
$1,537,000 |
$2,219,000 |
$3,022,000 |
$3,824,000 |
$4,626,000 |
$5,428,000 |
$1,400,000 |
$1,105,000 |
$1,797,000 |
$2,594,000 |
$3,532,000 |
$4,469,000 |
$5,406,000 |
$6,343,000 |
$1,500,000 |
$1,185,000 |
$1,927,000 |
$2,782,000 |
$3,787,000 |
$4,791,000 |
$5,796,000 |
$6,801,000 |
$1,600,000 |
$1,265,000 |
$2,057,000 |
$2,969,000 |
$4,042,000 |
$5,114,000 |
$6,186,000 |
$7,258,000 |
$1,800,000 |
$1,425,000 |
$2,317,000 |
$3,344,000 |
$4,552,000 |
$5,759,000 |
$6,966,000 |
$8,173,000 |
$2,000,000 |
$1,585,000 |
$2,577,000 |
$3,719,000 |
$5,062,000 |
$6,404,000 |
$7,746,000 |
$9,088,000 |
$2,200,000 |
$1,745,000 |
$2,837,000 |
$4,094,000 |
$5,572,000 |
$7,049,000 |
$8,526,000 |
$10,003,000 |
$2,400,000 |
$1,905,000 |
$3,097,000 |
$4,469,000 |
$6,082,000 |
$7,694,000 |
$9,306,000 |
$10,918,000 |
$2,600,000 |
$2,065,000 |
$3,357,000 |
$4,844,000 |
$6,592,000 |
$8,339,000 |
$10,086,000 |
$11,833,000 |
$2,800,000 |
$2,225,000 |
$3,617,000 |
$5,219,000 |
$7,102,000 |
$8,984,000 |
$10,866,000 |
$12,748,000 |
$3,000,000 |
$2,385,000 |
$3,877,000 |
$5,594,000 |
$7,612,000 |
$9,629,000 |
$11,646,000 |
$13,663,000 |
$3,200,000 |
$2,545,000 |
$4,137,000 |
$5,969,000 |
$8,122,000 |
$10,274,000 |
$12,426,000 |
$14,578,000 |
$3,400,000 |
$2,705,000 |
$4,397,000 |
$6,344,000 |
$8,632,000 |
$10,919,000 |
$13,206,000 |
$15,493,000 |
$3,600,000 |
$2,865,000 |
$4,657,000 |
$6,719,000 |
$9,142,000 |
$11,564,000 |
$13,986,000 |
$16,408,000 |
$3,800,000 |
$3,025,000 |
$4,917,000 |
$7,094,000 |
$9,652,000 |
$12,209,000 |
$14,766,000 |
$17,323,000 |
$4,000,000 |
$3,185,000 |
$5,177,000 |
$7,469,000 |
$10,162,000 |
$12,854,000 |
$15,546,000 |
$18,238,000 |
$4,200,000 |
$3,345,000 |
$5,437,000 |
$7,844,000 |
$10,672,000 |
$13,499,000 |
$16,326,000 |
$19,153,000 |
$4,400,000 |
$3,505,000 |
$5,697,000 |
$8,219,000 |
$11,182,000 |
$14,144,000 |
$17,106,000 |
$20,068,000 |
$4,600,000 |
$3,665,000 |
$5,957,000 |
$8,594,000 |
$11,692,000 |
$14,789,000 |
$17,886,000 |
$20,983,000 |
$4,800,000 |
$3,825,000 |
$6,217,000 |
$8,969,000 |
$12,202,000 |
$15,434,000 |
$18,666,000 |
$21,898,000 |
$5,000,000 |
$3,985,000 |
$6,477,000 |
$9,344,000 |
$12,712,000 |
$16,079,000 |
$19,446,000 |
$22,813,000 |
l | Mr. Mulcahy: $32,500 |
l | Mr. Mannix: $5,850 |
l | Mr. Klein: $25,041 |
l | Mr. Lynch: $10,598 |
l | Mr. McClanathan: $12,161 |
l | Mr. Sescleifer: $17,038 |
l | a lump sum payment in an amount equal to 3 times the Officers annual base salary and target bonus; |
l | the difference between the Officers actual benefits under the Companys various retirement plans at the time of termination and what the Officer would have received if he or she had remained employed for an additional period of three years; and |
l | the continuation of other executive health, dental and welfare benefits for a period of three years following the Officers termination. |
|
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P
R
O
X
Y |
This proxy when properly executed will be voted in the manner directed herein by the undersigned Shareholder. If no direction is made, this Proxy will be voted FOR Item 1. The undersigned hereby appoints J.P. Mulcahy and G.G. Stratmann as Proxies, with the power of substitution, to represent and to vote, as designated below, all the shares of the undersigned held of record on November 19, 2004, at the Annual Meeting of Shareholders to be held on January 25, 2005 and any adjournments thereof.
(Important - to be signed and dated on reverse side) |
This proxy covers all Energizer Holdings, Inc. Common Stock you own in any of the following ways (provided the registrations are identical): | |
|
|
n |
You can now vote your shares electronically through the Internet or the telephone. |
n |
This eliminates the need to return the proxy card. |
n |
Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card. |
Please mark your vote like this
x |
ENERGIZER HOLDINGS, INC. |
COMMON STOCK |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR: |
|
1. Election of Directors For All Withhold For All
Nominees Except
o o o |
Nominees: 01 Ward M. Klein, 02 Richard A. Liddy, 03 Joe R. Micheletto, 04 W. Patrick McGinnis, 05 Bill G. Armstrong, 06 John C. Hunter
To withhold authority to vote for any nominees listed above, mark the For All Except box and write the name(s) of the nominee(s) from whom you wish to withhold authority to vote in the space provided below. |
Please be sure to sign and date this Proxy Card. |
|
IF YOU WISH TO VOTE ELECTRONICALLY PLEASE READ THE INSTRUCTIONS BELOW | |
Mark box at right if you plan to attend the Annual Meeting on January 25, 2005. o | |
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COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER: |
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